Global Capital Markets

Preparing to go public

Your Challenges

Whatever the reasons and motivation, accessing securities markets has a profound impact on a corporation’s governance, risks and controls framework; financial reporting and public disclosure obligations; accountability to the public and scrutiny by regulators; and not least of all, its susceptibility to market perception and reactions. Corporations accessing overseas capital markets face even greater challenges as they may be unfamiliar with the stringent regulatory and market demands of these international bourses.

Registrants and their management, who are not well-prepared, are being taken to task by the regulators and the market in increasing frequency for reasons ranging from accounting failures, late disclosure, ineffective financial reporting, poor governance practices, and internal control failures to missed profit forecast.

While international markets such as London, Tokyo, Hong Kong and Singapore continue to attract investors, the US securities markets represent the richest source of capital in the world. Entering the US capital markets, however, presents new and complex challenges to companies seeking access to such capital. US securities laws require companies to demonstrate their ability to manage their operations and financial health, control their systems and demonstrate transparency, accountability and integrity. Non-US companies entering the US securities markets for the first time face significant challenges, including the demands of US investors, time-consuming and complex registration requirements, and the intricacies of the US offering process.

For a corporation to be successful in international securities markets, be it to raise capital or list its securities, a well-conceived plan and comprehensive knowledge of the regulatory and other requirements are essential – not just in the run-up to the initial public offer, but also thereafter to ensure post-listing compliance. Common issues for many corporations seeking capital overseas include regulatory compliance, disclosure demands, financial reporting requirements, quantifying GAAP differences, and last but not least, the ability of financial reporting processes and the governance, risks and controls structure to cope with the listing and market demands.

Meeting Your Needs

Selecting the right team of advisors to assist in managing the process of entering US or other international markets is critical. PwC’s Global Capital Markets Group (GCMG) comprises highly-skilled and experienced professionals in Singapore, Asia Pacific and other parts of the world, dedicated to providing guidance to companies keen on tapping Singapore, US and other international markets.

Within PwC, GCMG is at the apex of a network of professionals specialising in US and IFRS accounting and local reporting and listing guidelines. In the team are renowned cross-border filing experts, some of whom have worked with the SEC, and also experts in US GAAP, SEC reporting, IFRS and other pronouncements. Working with other subject matter experts in our Advisory practice, our highly specialised GCMG team can provide an independent view of the critical issues involved in accessing local or international capital markets, and support clients in the following key areas.
  • Assist potential registrants restructure their organisational and governance, risk and control structures, and improve their financial reporting process to meet the more stringent post-listing regulatory requirements and market expectations
  • Help US SEC registration aspirants prepare for SOX S404 internal controls certification
  • Assist corporations in meeting the financial statement requirements of US GAAP, SEC or IFRS to prepare them for raising capital through IPOs, private placement or debt issuance in the US and other overseas capital markets
  • Support ongoing reporting for SEC registrants and their subsidiaries based in Singapore and the region
  • Support implementation of and/or conversion to US GAAP or IFRS by providing technical advisory on their respective requirements
  • Provide training in enhancing knowledge of US GAAP and/or IFRS in the corporations

Our Experience

Leading Healthcare Organisation
- Conversion from IFRS to US GAAP

PwC was engaged by a leading international biomedical organisation to advise and assist in the conversion of its consolidated financial statements from IFRS, the corporation’s existing reporting framework, to US GAAP.

With our proven Component Evaluationssm methodology/conversion tool, we helped to identify the potential differences between US GAAP and IFRS, quantify the differences identified, advise on the form and presentation of the US GAAP financial statements, as well as US SEC disclosure requirements.

All these efforts translated into a successful and seamless conversion project for our client, who continues to apply the changes in US GAAP in a timely manner. The project was aided by our international presence which enabled us to work efficiently with our client’s offices around the world.